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Resolution For Transfer Of Shares for India

Resolution For Transfer Of Shares Template for India

A Resolution for Transfer of Shares is a formal corporate document under Indian company law that records and authorizes the transfer of shares from one party (transferor) to another (transferee). This document, governed by the Companies Act, 2013, serves as official evidence of the company's approval for the share transfer and includes essential details such as the number of shares being transferred, consideration amount, and parties involved. It ensures compliance with statutory requirements and the company's Articles of Association while providing a clear audit trail of the ownership change.

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Resolution For Transfer Of Shares

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What is a Resolution For Transfer Of Shares?

A Resolution for Transfer of Shares is a crucial corporate document required under Indian law whenever shares are transferred between parties in a company. This document is essential for maintaining proper corporate governance and ensuring compliance with the Companies Act, 2013, SEBI regulations (for listed companies), and other applicable laws. It is typically used when shareholders wish to sell or transfer their shares, during corporate restructuring, family settlements, or as part of merger and acquisition transactions. The resolution must include specific details about the transfer, such as the number of shares, consideration amount, and parties involved, while ensuring compliance with the company's Articles of Association and any pre-emptive rights of existing shareholders. The document serves as official evidence of the company's authorization of the share transfer and is required for updating the company's register of members and issuing new share certificates.

What sections should be included in a Resolution For Transfer Of Shares?

1. Title and Date: Specifies the type of resolution (Board/Shareholders) and date of the meeting

2. Attendance and Quorum: Lists the directors/shareholders present and confirms meeting quorum requirements

3. Background: Explains the context and reason for the proposed share transfer

4. Details of Transfer: Specifies the number of shares, their distinctive numbers, and the parties involved in the transfer

5. Consideration: States the price or consideration for the share transfer

6. Resolution Text: The formal resolution text approving the transfer of shares

7. Compliance Statement: Confirms compliance with relevant laws and company's articles

8. Authorization: Authorizes specific officers to execute necessary documents

9. Certification: Certificate by the Company Secretary or authorized director confirming the resolution's validity

What sections are optional to include in a Resolution For Transfer Of Shares?

1. Regulatory Approvals: Required when the transfer needs specific regulatory clearances

2. Right of First Refusal Waiver: Needed if existing shareholders have pre-emptive rights that need to be waived

3. Tax Considerations: Include when specific tax implications need to be addressed

4. Foreign Exchange Compliance: Required for transfers involving foreign nationals or NRIs

5. Special Conditions: Any specific conditions or restrictions on the transfer

6. Valuation Details: Required when share valuation needs to be specifically addressed or justified

What schedules should be included in a Resolution For Transfer Of Shares?

1. Schedule A - Share Transfer Details: Detailed list of shares being transferred including certificate numbers, distinctive numbers, and face value

2. Schedule B - Transferor Details: Complete information about the transferor(s) including their shareholding history

3. Schedule C - Transferee Details: Complete information about the transferee(s) including KYC documents

4. Appendix 1 - Share Transfer Form: Prescribed form for transfer of shares (Form SH-4)

5. Appendix 2 - Valuation Report: If applicable, the share valuation report from registered valuer

6. Appendix 3 - Required Regulatory Approvals: Copies of any required regulatory approvals or permissions

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

India

Document Type

Board Resolution

Cost

Free to use
Relevant legal definitions























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Relevant Industries

Financial Services

Manufacturing

Technology

Real Estate

Healthcare

Retail

Professional Services

Energy

Infrastructure

Telecommunications

Education

Agriculture

Entertainment

Transportation

Mining

Relevant Teams

Legal

Corporate Secretarial

Compliance

Board of Directors

Corporate Governance

Finance

Investment

Share Registry

Corporate Affairs

Risk Management

Relevant Roles

Company Secretary

Legal Counsel

Corporate Lawyer

Compliance Officer

Board Director

Managing Director

Chief Executive Officer

Chief Financial Officer

Company Director

Legal Manager

Corporate Governance Officer

Share Transfer Agent

Investment Manager

Transaction Advisory Manager

Due Diligence Officer

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